Michael D. Bishop
About Michael D. Bishop
Michael D. Bishop, age 58, has served as an independent director of PAMT since 2019 and is a member of the Audit Committee. He is President and Founder of American General Counsel PLC and previously served in the U.S. House of Representatives (2014–2018) with appointments to Ways & Means, Judiciary, and Higher Education; he earlier served in the Michigan Legislature (1998–2010), becoming Senate Majority Leader and chairing Banking & Financial Institutions and Constitutional Law & Ethics. He is a licensed attorney (MI, DC, and before the U.S. Supreme Court) and an Adjunct Professor of Law at Thomas M. Cooley Law School, bringing legal, public policy, and budgeting expertise to PAMT’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American General Counsel PLC | President & Founder | Not disclosed | Provides general counsel services to businesses |
| iPSE-US (Association of Independent Workers) | Co-President | 2018–2020 | Advocacy for independent workers |
| U.S. House of Representatives | Member of Congress | 2014–2018 | Ways & Means, Judiciary, Higher Education |
| International Bancard Company | Chief Legal Officer & General Counsel | Not disclosed | Legal oversight at a financial services technology company |
| Clark Hill PLC | Senior Attorney | Not disclosed | Public Policy and Business Law focus |
| Michigan State Legislature | Legislator; Senate Majority Leader | 1998–2010 | Chaired Banking & Financial Institutions; Constitutional Law & Ethics |
| Thomas M. Cooley Law School | Adjunct Professor of Law | Not disclosed | Legal education |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public-company directorships disclosed in Bishop’s biography |
Board Governance
- Committee assignments: Audit Committee member (not chair); Audit Committee met five times in 2024 .
- Independence: PAMT is a “controlled company,” yet the board has determined Bishop is independent under NASDAQ standards; the Audit Committee is composed entirely of independent directors .
- Board activity: The board met five times in 2024; all directors attended at least 75% of board and committee meetings; eight of nine directors attended the 2024 annual meeting .
| Committee | Role | Since | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | 2019 | 5 |
Fixed Compensation
| Component (2024) | Amount ($) | Details |
|---|---|---|
| Fees Earned or Paid in Cash | 47,502 | Director retainer and committee member cash portion |
| Stock Awards | 7,498 | Directors may elect stock in lieu of up to $15,000 of the first retainer installment; grant date fair value $17.60 (May 9, 2024) |
| Total | 55,000 | Bishop’s total director compensation for 2024 |
| Director Compensation Structure (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Retainer (non-employee directors) | 50,000 | Paid in two equal semiannual installments; option to receive up to $15,000 of first installment in stock (valued at $17.60 on May 9, 2024) |
| Audit Committee Chair | 15,000 | Additional annual retainer |
| Audit Committee Member (non-chair) | 5,000 | Additional annual retainer for members |
| Compensation Committee Chair | 5,000 | Additional annual retainer |
| Chairman of the Board (non-officer) | 100,000 | Annual retainer |
Performance Compensation
| Performance-linked components for director pay | Disclosure |
|---|---|
| None disclosed (no performance-based metrics or options for directors) | Director pay consists of retainers and optional stock in lieu of cash; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Entity | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed | — | — | No public-company board interlocks disclosed for Bishop; related-party transactions involve Moroun-affiliated companies, not Bishop |
Expertise & Qualifications
- Legal, public policy, and budget expertise; extensive governance experience from service in U.S. Congress and Michigan Senate (including committee chair roles) .
- Licensed attorney (MI, DC, U.S. Supreme Court); adjunct law professor—supports compliance and oversight capabilities on the Audit Committee .
- Background in corporate law, financial institutions oversight, and ethics—aligned with audit and risk oversight responsibilities .
Equity Ownership
| Holder | Shares Owned (Direct) | Shares Held in Trust | Shares Vesting Within 60 Days | Shares Beneficially Owned | Percent of Class |
|---|---|---|---|---|---|
| Michael D. Bishop | 3,234 | — | — | 3,234 | 0%* |
- Less than one percent .
Governance Assessment
-
Positives:
- Independent director on a fully independent Audit Committee that met five times in 2024; audit committee oversees related-party transaction approval and auditor independence .
- Consistent engagement metrics (board met five times; directors ≥75% attendance); Bishop is part of the audit oversight cadence .
- Modest director compensation (total $55,000 in 2024) with optional stock election that supports alignment; stock awards valued at $17.60 grant date .
-
RED FLAGS / Risk Indicators:
- Controlled company status: board not required to have a majority independent; Compensation Committee is composed of the Chairman and CEO and operates without a written charter—limits independent oversight on executive pay and nominations .
- Extensive related-party transactions with Moroun-affiliated entities (insurance, equipment, leases, services) totaling $33.4M in payments by PAMT and $11.8M in receipts in 2024—heightened conflict-of-interest oversight burden on the Audit Committee where Bishop serves .
- No separate nominating committee; board (including controlling shareholders’ guidance) handles director nominations—potential entrenchment risk .
-
Additional signals:
- Section 16(a) compliance: 2024 filings were timely except two late forms for other individuals; no delinquency noted for Bishop .
- Prior shareholder support: 2023 say-on-pay approval was >99% of votes cast; next vote scheduled for 2026 (context for investor sentiment on pay programs; not director-specific) .